Exhibit
10.43


 


FIRST
AMENDMENT TO THE

PLEDGE AGREEMENT


 


THIS FIRST AMENDMENT TO THE PLEDGE
AGREEMENT (“Amendment”) is made and entered into as of June 14,
2004 by and between JAMES L. BILDNER, a resident of the
Commonwealth of Massachusetts (“Bildner”) and TIER TECHNOLOGIES, INC., a California
corporation (the “Company”).  All capitalized terms not otherwise defined
herein shall have the meanings given to such terms in the Prior Agreement
(defined below).


 


RECITALS


 


A.                                    Bildner
and the Company have entered into that certain Pledge Agreement dated as of
March 27, 2000 (the “Prior
Agreement”) pursuant to which, among other things, Bildner
granted a security interest to Company in the Shares.


 


B.                                    Concurrently
herewith, the Shares will be converted or exchanged into the Company’s Class B
Common Stock.  As a result, Bildner and
the Company desire to make certain amendments to the Prior Agreement.


 


AGREEMENT


 


In
consideration of the foregoing recitals and the mutual covenants herein set
forth, and intending to be legally bound, the parties hereto hereby amend the
Prior Agreement as follows:


 


1.                                      AMENDMENTS
TO DEFINITION OF PRIOR AGREEMENT.


 


(a)                                  Section 1(d)
of the Prior Agreement is hereby amended and restated in its entirety to read
as follows:


 


“(d)  The number of shares of Class A Common Stock
of the Company set forth on Schedule A hereto (including any shares of
Class B Common Stock of the Company issued upon conversion or exchange of such
Class A Common Stock), which are currently beneficially owned by Bildner, shall
serve as the security for the Barton Notes (the “Shares”).”


 


(b)                                 Section 2(i)
of the Prior Agreement is hereby amended by adding the following language at
the end thereof: “and any interest of Bildner in and to any securities account
to which the Shares are credited”.


 


2.                                      REPRESENTATIONS
AND WARRANTIES.  Bildner hereby
represents and warrants to the Company that its representations and warranties
in the Prior Agreement continue to be true and complete in all material
respects as of the date hereof after giving effect to this Amendment 


 


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and that the execution,
delivery and performance of this Amendment do not require the consent or
approval of any governmental body or regulatory authority and are not in
contravention of or in conflict with any law or regulation or any term or
provision of any other agreement entered into by Bildner.


 


3.                                      REAFFIRMATION
OF TERMS.  This Amendment
shall be construed in connection with and as part of the Prior Agreement and
all terms, conditions, representations, warranties, covenants, grants of
security interests, and agreements set forth in the Prior Agreement, except as
herein amended, are hereby ratified and confirmed.  Without limiting the foregoing, Bildner hereby ratifies and
reaffirms the validity and enforceability of the pledge made pursuant to the
Prior Agreement to the Company, as collateral security for the Barton Notes,
and acknowledges that all of the Pledged Collateral pledged as security for the
Barton Note pursuant to the Prior Agreement continues to be and remains
collateral for the Barton Note from and after the date hereof.


 


4.                                      FULL
FORCE AND EFFECT; ENTIRE AGREEMENT. 
Except to the extent expressly provided in this Amendment, the terms and
conditions of the Prior Agreement shall remain in full force and effect.


 


5.                                      COUNTERPARTS;
EFFECTIVENESS.  This Amendment may
be executed in counterparts, each of which when so executed shall be deemed an
original, but all such counterparts together shall constitute one and the same
instrument.  This Amendment shall be
deemed effective upon the execution of a counterpart hereof by Bildner and the
Company.


 


IN
WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered on the date first set forth above.


 


	
  THE COMPANY:

  	
  TIER TECHNOLOGIES, INC.,

  
	
   

  	
  a California
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  James Weaver

  
	
   

  	
  Chairman &
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  BILDNER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JAMES L. BILDNER

  



 


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